Accounting services, including:

Preparation and maintenance of books of account;

Annual statement review and approval;

Tax payment and planning services;

Treasury services;

Preparation of audit reports;

Financial reporting to Board of Directors;

Internal control monitoring;

Budgeting and forecasting, approval of expenditures;

Annual and quarterly statement preparation; and

Preparation and maintenance of books for discontinued operations.

Audit services;

Actuarial, investment management, hedge design and execution, and risk management services;

Agent recruitment, development, training, supervision, licensing, contracting and appointment, and compensation payment;

Agency marketing and support services;

Reinsurance administration and management of life and long term care business;

Claims services;

Corporate communication and public relations services;

Corporate Secretary functions;

Data processing, computer, information and communications services, and systems support;

General management and human resource services and administrative support;

Legal services; regulatory compliance and filings;

Mailing and supply services

“Policy/contract owner” services;

Premium billing and collection services;

Product development; policy/contract form development and regulatory filing;

Public relations;

Record-keeping and retention;

Sales, advertising and marketing promotion and marketing support services;

Special Investigative Unit services;

Training of Company staff; and

Underwriting services;

Underwriting

Process Attending Physician Statements (APS)

Perform requirements ordering from vendors

Review applications for good order

Perform routine suitability review

Process premium application on contracts

Perform policy cancels and declines

Create mail packet for lab results to send to clients

Create informals

New Business Transfer & Exchange

Key applications

Review applications for good order

Create contract printing including completion of secondary function for variable annuities

Perform routine suitability review

Process premium application on new contracts

Issue the contracts on new business

Review and receipt of all policy requirements

Process policy cancellations

Perform follow up for application amendments

Complete follow-up calls with the other companies on status of transfer/exchange

Input follow-up information in the system

Create written confirmations

In-Force Block of Business and Money In

Process non-financial policy changes

Perform financial policy changes

Process premium application to existing policies

Perform account reconciliation

Process non-claim money out functions including: full and partial surrenders, annuitizations, loans, free withdrawals, and required minimum distributions.

Support and process conservation efforts

Perform account reconciliation

Administer Wires/ACH payments

Process administration functions associated with policies in payout

Claims

Create claim packet

Perform standard processing

Subject to Section 4(b) below, process and pay annuity claims

Perform follow-ups and due diligence on missing requirements or non-responsive beneficiaries by letter

Enterprise Producer Services

Perform new producer contracting and appointments

Perform standard producer maintenance requests

Perform background checks, verifying appointments

Process producer renewals, transfers and terminations

Process maintenance transactions for new and existing producers

Process commissions

Process chargebacks

Process adjustments

Indexing

Perform indexing of documents

B300 (closed variable life block and some immediate annuities)

Perform all processing other than those functions identified as “core” functions by Servicer. Such processing requirements shall be documented in the Policy and Procedures Manual.

TCS shall perform for Servicer all administrative functions for the three blocks of business listed in the following table. Servicer will retain responsibility for answering and processing the phone calls for the group conversion policies (592 policies) and TCS, unless otherwise directed by Servicer, will answer and process phone calls for the remaining Closed Blocks of Business.

The Parties acknowledge that Servicer will retain responsibility for certain functions that are closely associated or may be integrated with TCS’s performance of the services. Accordingly, TCS shall develop, subject to Servicer’s approval, process maps for inclusion in the Policy and Procedures Manual that depict the interaction of such retained functions with the services.

Allianz Life Insurance Company of North America retains the responsibilities with respect to the payment processes contemplated in the processes described in Section 1(a) through 1(f).

CLAIMS ADMINISTRATION

Receive new claims requests

Provide claims forms, instructions, and such other forms to claimants and/or their legal representatives, as Servicer requires or requests and mail this information.

Review completed forms and supporting documentation

Determine whether or not coverage was in-force at time of loss

Evaluate each claim and determine disposition according to

Perform on-site assessment as appropriate, or as Servicer requests or requires

Inform the Policy Holder of the benefit determination, supply supporting documentation as per requirements document and applicable laws

Process claims for payment of claims that are eligible for benefits

Review requests to reconsider a “denied” claims decision or pay claim if initial decision is reversed.

Perform “re-assessments” as appropriate and necessary

Prepare and distribute LTC 1099 forms annually to all claimants and to other recipients of long term care benefit payments (e.g. providers of care to whom benefits were assigned by the claimant) receiving benefits in each calendar year.

Claims Assessment Services Descriptions

CARE MANAGEMENT

The Care Advisor, Care Manager or Claim Coordinator will develop an initial Plan of Care in coordination with the claimant.

LTCG will provide a copy of the initial Plan of Care to the claimant.

Assist the claimant in implementing the Plan of Care, including providing the claimant with information concerning care providers in the claimant’s geographic area.

Provide ongoing monitoring, including monitoring the claimant’s health status, periodic review of the Plan of Care, responding to telephone calls from the claimant and the claimant’s legal representatives and making changes in the ongoing Plan of Care as appropriate.

REPORTING SERVICES

Monthly “Claims” reports, which will at minimum show, claims paid during that month, and claims decisions pending as well as:

Monthly “Customer Service” reports, showing as follows:

Monthly “Administrative Fees” reports, showing as follows:

LTCG will cause the Bank, used by it for Accounts relating to this Agreement, to forward Servicer a copy of any monthly, quarterly, or annual statement of account the Bank furnishes to the LTCG.

LTCG will provide Servicer with reconciled bank statements twenty (20) business days after receipt of bank statements.

Within ten (10) business days after the end of each calendar quarter, LTCG will furnish Servicer necessary information, excluding reserves, for the Servicer to prepare required state, statutory, and GAAP financial statements.

Within twenty (20) business days after the end of each calendar year, LTCG will furnish Servicer necessary information, excluding reserves, required to complete federal tax financial statements.

LTCG will provide Servicer’s reinsurer if any, within ten (10) business days after the end of each month, with copies of any of the reports listed above as required by Servicer’s reinsurance agreement.

Servicer will maintain internal controls over financial reporting in conjunction with its parent’s (Allianz S.E.) Comprehensive Control Concept and the NAIC’s Model Audit Rule standards, in each case in accordance with the requirements documents adopted by the parties. These standards impose responsibilities for:

LTCG will provide a SOC 1 report that covers processes and controls that pertain to the services.

Initial setup of an off-shore business contact center for Company for outsourcing of contact center services, including:

Project labor;

Installation and setup costs for workplace, network, telephony and customer contact center; and

Operational resources including recruiting and hiring a staff seed team to provide training for successful transition of contact center services to off-shore location;

Provision of transition services to enable contact center services to be provided from the new off-shore contact center.

Upon completion of setup and transition, provision of ongoing contact center services for the following lines of business:

Life and long term care insurance;

Fixed annuities and reception; and

Variable annuities.

Ongoing contact center services shall include:

Providing and maintaining the necessary information technology and connectivity infrastructure to facilitate delivery of contact center services;

Handling inbound calls on behalf of Company, including call handling as well as normal and customary support functions, for the purpose of answering and resolving customer product calls;

Acquiring and maintaining hardware supplies, utilities, facilities and staff for the provision of services;

Hiring and training new, replacement and seasonal staff;

Call volume forecasting;

Maintaining an entity recovery plan in the event of minor disruptions; and

Utilizing reporting tools to capture required services measurements and performance levels.

In addition to the Services provided specific to Call Center Operations in Schedule 4 of the Amended and Restated Service Agreement, all other information technology requirements of Company, including:

Information Technology infrastructure, architecture, operation, maintenance and support;

Data Center operation, maintenance, security, incident monitoring and disaster recovery;

Software application procurement, development, quality assurance testing, and decommissioning;

Hardware procurement, installation, setup, maintenance, and decommissioning for workplace, network, and telephony needs;